Item 8.01 Other Events.
Postponement of Shareholder Meeting
On June 2, 2023, Blue Ocean Acquisition Corp ("Blue Ocean" or the "Company")
issued a press release announcing that the extraordinary general meeting (the
"Shareholder Meeting") originally scheduled for Friday, June 2, 2023 at 11:00
a.m., Eastern Time, is being postponed to June 6, 2023 at 2:00 p.m., Eastern
Time (the "Postponement").
At the Shareholder Meeting, shareholders will be asked to vote on the following
proposals: (i) to amend the Company's amended articles of association (the
"Extension Amendment Proposal") to extend the date by which the Company must
complete an initial business combination from June 7, 2023 to June 7, 2024 by
electing to extend the date to consummate an initial business combination on a
monthly basis for up to 12 times by an additional one month each time, unless
the closing of the Company's initial business combination has occurred (the
"Extension"), (ii) to amend the Company's amended articles of association to
permit for the issuance of Class A ordinary shares, par value $0.0001 per share
("Class A Ordinary Shares") to holders of Class B ordinary shares, par value
$0.0001 per share ("Class B Ordinary Shares"), upon the exercise of the right of
a holder of the Company's Class B Ordinary Shares to convert such holder's Class
B Ordinary Shares into Class A Ordinary Shares on a one-for-one basis at any
time and from time to time prior to the closing of an initial business
combination at the election of the holder (the "Founder Share Amendment
Proposal") and (iii) to approve the adjournment of the extraordinary general
meeting to a later date or dates, if necessary (the "Adjournment Proposal").
As a result of this Postponement, the Shareholder Meeting will now be held at
2:00 p.m., Eastern Time, on June 6, 2023. The Shareholder Meeting will still be
held at the offices of Sidley Austin LLP at 787 7th Avenue, New York, New York
10019. Shareholders may withdraw any election to have their Class A Ordinary
Shares redeemed in connection with the Extension prior to the vote at the
Shareholder Meeting. Shareholders who wish to withdraw redemptions should
contact the Company's transfer agent, Continental Stock Transfer & Trust
Company, by email at spacredemptions@continentalstock.com.
The Company plans to continue to solicit proxies from shareholders during the
period prior to the Shareholder Meeting. Only holders of record of Class A
Ordinary Shares and Class B Ordinary Shares as of the close of business on May
4, 2023, the record date for the Shareholder Meeting, are entitled to vote at
the Shareholder Meeting or any adjournment thereof.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the definitive proxy statement, filed
with the Securities and Exchange Commission ("SEC") on May 16, 2023, relating to
the Shareholder Meeting (the "Definitive Proxy Statement") as set forth below
(the "Proxy Supplement") to provide information about the Postponement.
There is no change to the location, the record date, or any of the proposals to
be acted upon at the Special Meeting.
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SUPPLEMENT TO PROXY STATEMENT
OF
BLUE OCEAN ACQUISITION CORP
Dated June 2, 2023
The following disclosures in this Current Report on Form 8-K supplement, and
should be read in conjunction with, the disclosures contained in the Company's
definitive proxy statement (the "Definitive Proxy Statement"), filed with the
Securities and Exchange Commission (the "SEC") on May 16, 2023, relating to the
Company's extraordinary general meeting (the "Shareholder Meeting") originally
scheduled for Friday, June 2, 2023, at 11:00 a.m., Eastern Time, which in turn
should be read in its entirety. To the extent the information set forth herein
differs from or updates information contained in the Definitive Proxy Statement,
the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy
Statement remains unchanged.
Terms used herein, unless otherwise defined, have the meanings set forth in the
Definitive Proxy Statement.
Extraordinary General Meeting Date
On June 2, 2023, the Company issued a press release announcing that it has
determined to postpone (the "Postponement") the date of the Shareholder Meeting
from June 2, 2023 to June 6, 2023. As a result of this change, the Shareholder
Meeting will now be held at 2:00 p.m. Eastern Time on June 6, 2023 at the
offices of Sidley Austin LLP, located at 787 7th Avenue, New York, New York
10019.
Redemptions
Shareholders may withdraw any election to have their Class A Ordinary Shares
redeemed in connection with the Shareholder Meeting prior to the vote at the
Shareholder Meeting. Shareholders who wish to withdraw redemptions should
contact the Company's transfer agent, Continental Stock Transfer & Trust
Company, by email at spacredemptions@continentalstock.com.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Extension
Amendment Proposal or Founder Share Conversion Proposal. This communication
shall also not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
Participants in the Solicitation
Blue Ocean, its directors and certain of its respective executive officers and
other members of management and employees may be considered participants in the
solicitation of proxies with respect to the Extension. Information about the
directors and executive officers of Blue Ocean is set forth in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2022. Additional
information regarding the persons who may, under the rules of the Securities and
Exchange Commission ("SEC"), be deemed participants in the proxy solicitation of
the shareholders of Blue Ocean and a description of their direct and indirect
interests are contained in the Definitive Proxy Statement.
Additional Information and Where To Find It
On May 16, 2023, the Company filed the Definitive Proxy Statement with the SEC
in connection with its solicitation of proxies for the Shareholder Meeting.
INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER
DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
security holders will be able to obtain free copies of the Definitive Proxy
Statement (including any amendments or supplements thereto) and other documents
filed with the SEC through the web site maintained by the SEC at www.sec.gov or
by directing a request to: Blue Ocean at 2 Wisconsin Circle, 7th Floor, Chevy
Chase, Maryland 20815.
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Cautionary Statement Regarding Forward Looking Statements
This communication includes "forward-looking statements" within the meaning of
the safe harbor provisions of the United States Private Securities Litigation
Reform Act of 1995. Certain of these forward-looking statements can be
identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the date of the Shareholder Meeting. These statements are
based on current expectations on the date of this communication and involve a
number of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
99.1 Press Release dated June 2, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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